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HomeMy WebLinkAboutContract 58728DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF City Secretary Contract No. 58728 FORT WORTH, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and PETHEALTH SERVICES (USA) INC. ("Vendor"), an Illinois corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services or Goods; 3. Exhibit B — Price Schedule; 4. Exhibit C — Chapter 252 Exemption 5. Exhibit D — Verification of Signature Authority Form. 6. Exhibit E — Conflict of Interest Questionnaire. 7. Exhibit F — Insurance. Exhibits A, B, C, D, E and F are attached hereto and incorporated herein by reference and are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of the Exhibits and the terms and conditions set forth in the body of this Agreement, the terms and conditions in the body of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor shall provide City with mircrochips, scanners and supplies for the City's Animal Care and Control Centers ("Services") . Exhibit "A" —Scope of Services more specifically describes the Services to be provided. This Agreement shall begin on JANUARY 10, 2023 ("Effective Date") and shall expire on JANUARY 9, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term, the Agreement may be renewed, at the City's sole discretion, under the same terms and conditions for up to five (5) one-year renewal periods. 3. COMPENSATION. The City will pay Vendor in accordance with the provisions of this Agreement and Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 19 PETHEALTH SERVICES (USA) INC. FT. WORTH, TX DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF will not exceed NINETY-ONE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($91,750.00.). Vendor will not perform any additional Services or bill for expenses incurred on behalf of the City which are not specified by this Agreement unless the City requests and approves in writing the additional costs for such Services and/or expenses. The City will not be liable for any additional Services and/or expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event this Agreement is terminated prior to its Expiration Date, the City will pay Vendor for Services actually rendered up to the effective date of termination and Vendor will continue to provide the City with Services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data ("City Information") as a requirement to perform Services hereunder, Vendor shall return all City Information to the City in a machine-readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's Services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all City Information as confidential and will not disclose any such information to a third party without the prior written approval of the City. 5.3 Public Information Act. The City is a governmental entity under the laws of the State of Texas; thus, all documents held, maintained, collected or assembled by the City may be subject to disclosure under the Texas Public Information Act. Vendor acknowledges that section 552.371 of the Texas Government Code may apply to this Agreement. To the extent Section 552.371 of the Texas Government Code applies to this Agreement, Vendor shall comply with Section 552.372 of the Texas Government Code by: (1) preserving all contracting information relating to this Agreement as provided by the records retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting information related to this Agreement that is in the custody or possession of Vendor on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that is in the custody or possession of Vendor; or (b) Vendor Services Agreement Page 2 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF preserving the contracting information relating to the Agreement as provided by the retention requirements application to the City. In the event there is a request for information marked as confidential or proprietary, the City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure of the requested information. A determination on whether such reasons are sufficient will not be decided by the City but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Vendor agrees the Agreement can be terminated if Vendor knowingly or intentionally fails to comply with requirements under Subchapter J, Chapter 552, of the Government Code. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify the City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and will fully cooperate with the City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees the City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees the City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City will give Vendor reasonable, timely notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between the City and Vendor. It is further understood the City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from the City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT Vendor Services Agreement Page 3 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS), AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from the City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay will not apply if the City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, the City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and the City agrees to cooperate with Vendor in doing so. In the event the City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with the City in defense of such claim or action. The City agrees to give Vendor timely, written notice of any such claim or action, with copies of all papers the City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify the City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will at its own expense and as the City's sole remedy, either: (a) procure for the City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially and adversely affect the City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non - infringing software and/or documentation at no additional charge to the City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination the City may seek any and all remedies available to the City under law. 9. ASSIGNMENT AND SUBCONTRACTING. Vendor Services Agreement Page 4 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If the City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall abide by the insurance requirements set forth in Exhibit F, which is attached hereto and incorporated herein for all purposes. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules, and regulations, and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules, and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR OR ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: To the CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: PETHEALTH SERVICES USA, INC Todd Whittinaton. Vice President Sales and 3315 E Algonquin Rd St Rolling Meadows, IL 60008 Phone: Vendor Services Agreement Page 5 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that Party's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the Parry's Vendor Services Agreement Page 6 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. AMENDMENTS / MODIFICATIONS / EXTENSIONS. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon execution of a written amendment to this Agreement executed by the Assistant City Manager and Vendor and filed with the City Secretary's Office. 23. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 24. WARRANTY OF SERVICES. Vendor warrants that its Services will be of a high quality and conform to generally prevailing industry standards. The City must give written notice of any breach of this warranty within thirty (30) days from the date that the Services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the Services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming Services. 25. IMMIGRATION NATIONALITY ACT. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by the City, Vendor will provide the City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no Services will be performed by any Vendor employee who is not legally eligible to perform such Services. VENDOR WILL INDEMNIFY THE CITY AND HOLD THE CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. The City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. OWNERSHIP OF WORK PRODUCT. Vendor Services Agreement Page 7 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF The City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with Services provided under this Agreement (collectively, "Work Product"). Further, the City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of the City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to the City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the City. 27. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. ELECTRONIC SIGNATURES. This Agreement may be executed by electronic signature, which will be considered an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 29. CHANGE IN COMPANY NAME OR OWNERSHIP. Vendor must notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation (such as an updated W-9), documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. NO BOYCOTT OF ISRAEL. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into an agreement with a company for goods or services unless such agreement contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Vendor Services Agreement Page 8 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into an agreement for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the agreement contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. PROHIBITION DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a an agreement for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the agreement contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the agreement against a firearm entity or firearm trade association. The terms "discriminate against a firearm entity or firearm trade association," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. ENTIRETY OF AGREEMENT. This Agreement, including all exhibits, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent it be in conflict with any provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK] Vendor Services Agreement Page 9 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the dates set forth in Section 2. CITY OF FORT WORTH: By: Name Title: Vales L),A--- Valerie Washington (Jan 13, 202315:46 CST) Valerie Washington Assistant City Manager Date: J an 13, 2023 .2023 APPROVAL RECOMMENDED: By: Name: Chris McAllister Title: Assistant Director Animal Care and 4.0'dU4A4q Control ATTEST: By: J ette S. Goodall (Jan 17, 2023 Name: Jannette Goodall Title: City Secretary VENDOR: PE THEAL TH SERVICES (USA) INC. Todd Whittington By: LE. Ulufiiw�eu Name: Title: Vice President, Sales and Service Date: 11 January 20210�33:44 PM EST Vendor Services Agreement PETHEALTH SERVICES (USA) INC. AGREEMENT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this Agreement, including ensuring all performance and reporting requirements. Y Name: Tony Hiller Title: Code Compliance Superintendent APPROVED AS TO FORM AND LEGALITY: By: Name: Amar Thakrar Title: Assistant City Attorney AGREEMENT AUTHORIZATION: M&C: N/A Form 1295:N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 10 of 19 DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT A SCOPE OF SERVICES The City of Fort Worth Animal Care and Control Centers (ACC) cares for animals at our Silcox and North Animal Shelters. All dogs and cats impounded at ACC are required to be microchipped on intake. The microchip is a permanent identification system that helps the shelter identify animals in the shelter without error. Pethealth Services USA, Inc shall provide the City of Fort Worth Animal Care and Control Centers with mircrochips, scanners and supplies for shelter staff and animals with the following specifications: i. 15 gauge needle. ii. 24PetWatch MiniChip - 1/3 the size of a standard microchip. iii. Ready to inject -syringe comes preloaded. iv. Audible click lets you know when chip is implanted. V. Removable security ring prevents accidental chip loss. vi. Coated in Parylene C to help prevent rejection and speed up the tissue bonding process. vii. ISO Compatible Microchip (FDX-B) -24PetWatch microchips are compliant with ISOI 1784/11785/11607/11135. viii. ICAR certified with unique identification numbers. ix. 24PetWatch microchips are offered at a discounted rate to all cities, municipal shelters and non -profits using PetPoint. X. Microchips manufactured by the World Leader in animal identification with exceptional quality and meet all ISO standards. xi. Exclusive 24PetWatch Chip which provides the ability to read the microchip temperature implanted in dog or cat and provides identification and temperature reading in one. xii. Optional tear pads with registration information included at no additional cost. Vendor Services Agreement Page 11 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT B PAYMENT SCHEDULE Line Description Unit of Measure Unit Price AFX-110 Microchip Scanner EA $295.00 Mini Chip EA $5.50 Neoprene Cover, AFX-100/neocov EA $29.99 Standard Microchip EA $3.85 Vendor Services Agreement Page 12 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT C CHAPTER 252 EXEMPTION FORM FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Name of Contract Manager: Department's Attorney: Item or Service sought: Goods: Service: Anticipated Amount: Vendor: Current/Prior Agreement for item/service CSC or Purchase Order #: Amount: Projected M&C Date: (Code Compliance] rTones] rAmar Thakrar] M n rest. 80,0001 [PETHEALTH SERVICES USA INC] Yes Sf 3139] 72 000 [N/A] No ❑ How will this item or service be used? rPethealth Inc. USA is the maker of Pet identification Microchips (24Pet watch) Pet adoption insurance ( shelter care ) and animal tracking software to use with the microchips all provided by Pethealth Inc. USA. Code Compliance currentiv has a contract with Pethealth services. Inc. that provides those services. Estimated usage is 15,000 microchips a year Page 1 of 5 DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY PETHEALTH SERVICES USA, INC. ATTN: Todd Whittington Vice President Sales and Service 3315 E Algonquin Rd St Rolling Meadows, IL 60008 Execution of this Signature Verification Form ("Form") certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment, or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance, or other authorization of Vendor. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. Name: Todd Whittington Position: Vice President, Sales and Service �go.eK 1ac�. �a(fiw�eu. Signature 2. Name: Steve Zeidman Position: Senior Vice President, Software Solutions Z��('L ��q�./eJnr� EAEPISC Signature Name: Position: Signature Name: Nicole Bennett Signature 6f resident / CEO Other Title: Date: 1/10/2023 Vendor Services Agreement Page 14 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #7 box in all cases. Vendor Services Agreement Page 15 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO Far vendor doing businr-ss witlt local governtwlntal elttity -his gmsrionnaire Feflects changes made io the law try H.B. 23. 941h Leg.. Regular Session OFRGEUSE ONLY -,i& q.,esWnnaire is Meg filed i ; accordance wt. Ghaple! 1-6 Loml -y,verr:Ttnr i;ace. trf a Yin or who Gee Re aa� aas a bus4nass relalionshap as defined tlp Sec.iDn 176.&j- 3' with a lac@£ gaverri!mma erklity and the V-rmr Tne4et€ FGgLK9mL'U ur&r Se}Jlia" 116 DC*(al. 9y im this questiorw-aiTc Ti;,st be fired wit►, the records actnirastrw of the lcal jwaTrK.r?@*t entity not I;WGe tnan the 710 business day after the dale the vendor IZQram6S aware at tads khal Faqu re the slalw-nem in be bed �S� Spoon I76.CK-6ia j. L-aQl Goaamqnenr Coax. A vend r coxnTrts ar. c'tense I T,e YLe do 4--owiro ly viGates S@CT'HY, 176 DE. Loca Gmemme-1 r d9 A-: ufl$rLD ,:hoer 1hiis t Name of vendor who has a business relationship with IacnI goverrim enlaI entity. Pethealth Services (USA) Inc. Chock lhillldorKV4ijvam, filinganupdalo?toapreviou*filedquesiion naire.i-hc- law regvest1w,Voafileanupda.t.; El s completed gj4stionnairewnii t44 appr ia.e H;-q arthor.ty no: later Ult9.9 t!1c�- 7tl' burwless day is der khe date on vrhich yOL became aware that the origina:ly filed cr_i .,t;.D-nacre was -rcomO-?1j�ale.} Name of iocal governmert oftioeT about wham the information is being disclosed. N/A Mama o' : -_ a Descrit* each empioymenl or other business relationship with khe local government officer, or a tamily member of the ofticer, as descrifaed by Section 176.Wl(a)(2)(A). Also deseribe any famiIyrelatiorrship with the local government 0ffic9r. Oomp4?% subparts ArrndBtoreschernploymentorbasirressr&lationshipdescribed. Attarchadd itronalpsgesIothisForrr. Cl0 as necessary. N/A A. is Via kocar go wnrlen, offiea* or a family mGrno@* cf trxa officer r&cewing or iikoly to recai„e m!m = :: Other Shan vivesu lent irr_Dmff_ fTom the Vendor" 71 Yes = so B Istl L MYLm for FL^,O:ing Dr lik,2lyt6 r6Ce149 ''ly?=.719"14IrlCdrrlB_f-.DM or atthedir2Gki�": of the local gwofnme:Tt otfiow. or a family mar^"- : : :: :: - _ : _ : = incoma es rrot received £rc-r :--e Iocal gowe*nmerilml ersti. - El Yes'= DXescritte each employment or business relationship that tfre vendor nani&d in Section l maintains with a corpafation or other business entity with rrispeel to which the local government officeF serves as an oifioer or director. OF tsoIds aix Ownership in&�rest of one percent or more. N/A 6 El�e bcx i, t---_ vQ'Tdor -1-1- g ,ems; khs 'rct:° = _ : a_rr.- _.r :+' c=' :r 3 famiry me m:.� of Ile cfficar ons or more grfts Lx4' - - : T 1-... - - .- d ;r Section 7 ow 11 3anuary 2023 1 3:44 PM ES S grmur9 ar ven6Jr dom " . -. .. .. "-. _;3+2r'lm9rrial e' Form prowt:19d by Texas Ethkcs �,-, mmissiar; www W',!cS.€4ate.ix " Rev,sed - , ' = Vendor Services Agreement Page 16 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF CONFLICT OF INTEREST QUESTIONNAIRE For vendot doing bkasiness with local governmental entity �,oter 1743 of?he Local Government Code may oe fo:;�d at !'.rtp:'wwvw.sta:u;es.legis.state.tx.us . For easy reference. below are some of the sec. ^5 c i :ed on this form. LocaleGovernmentCode�176.001(1-a):-Bus;nessrelat ion ship" meansaconnectf pbetweentvwoor-pore part;e= oased on cammefctaI acfFvtty of one of theparks. The term noes root include a c0nn.0cti0n based (A) a transaction that is subject to rate Dr fee regulation by a sederal, state, or local government. v en.t tly or an agerrcy of a `ederal, slate. or local governmental entity; (B) a Transaction conducted a. a price and subject to terms available to the public: or (C) a j3urmase or lease of goods or seroces `ram a person that is Quartered by a state or federal agar h; that is subject tc� reau;ar examination by, and reporting to- tha-. agency. Local Gowernment Code 4176.003( a)(2)(A) and (B): a� Alocalgovernment-osficersrialIfileacanfttetsdisctosurestatementwMrespecttoavenclori': (2) 'he vendor. (A; nas an employment or other business relaticirrship witty the Local government officer Or a fam:ly member -a? fhe officer that results in the officer or family member receiving taxable inwme, other than irnrestrnens incorFe. that exceeds 82.500 durtng the 12-month pericd preceding the dale that We crficer becomes aware that (i) a contract between the focal govern m n'al entity and vendor has been executed: or ?ri:i the focal governmental entity is ccnsidenng entering into a contract w0 the vendor. (Bl has given to the bcal governmen' a*flcer or faintly member of the officer one or maregits t6al have an aggregate value of more than $100 it lire t 2-month period ereced ina *he date *.-r e officer becomes aware that: (Fj a contract between the local gaverniTtentaI entity and vendor has been executed; o,, rill the local governmental entry is considering entering into a contract wrtri the ven001 Local Government Code § 176-006(a) and (a-1 y ,.a, A vendj- sha.l -ilv a Completed conffict o� interest questionnaire if me vendor has a business relatiors�.-r wrrh a local governmen-at entity and: (1 ) has an employment or other business mla?ion ship with a local governmem ofllcer o!trrat i0cal governmental entity, orafamily mernberofthe officer. descnbedby Secsion 176.003(ak(2)rA'l' (2) ha given a local government officer of 01at focal governmental eraity. or a tam ity member of tie officer- one or more gifts with the aggregate value specgred by Section 176.000(a)(2)(B), excluding any gi*t described by Section 17G.0031a-11'. a ;3'r has a family relationship with a focal governmen; officer o t'tat Iocaf governmental entity. fa-1 } The competed conflict of interest questionnaire rnus' befiled with the aporopEtate records administrato' not toter than the seventh business day aYer the later of: (1) the date tllas the vendor: (A'f begins discussiops or negot':atFons to enrer into a contract [ h ttre focal governmental entity: or (B:, submits to the :..:al gvrernmen±al entity an alaplicatron- response to a request for proposals or bids, eorresp ."="':e, or another writing related 10 a potential coritracl with Me local governmemai en- -::::, (21 the date the vendor becomes aware: (A; of an employment or other business relationsTiipwrtr, a local goverrawn' officer, or a family member of trEe officer, described by Subsection (a): (El', that the vender has given one or more gifts described by Subsec'tfon (a); or (C) of a family relationship with a local govemment officer. Form prwided by Texas EtNos Commission wa•,r ,a.Us =;.,'may 1 '.2—, Vendor Services Agreement Page 17 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF EXHIBIT F INSURANCE INSURANCE. Vendor must provide the City with a certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to the commencement of any Services pursuant to this Agreement: 1.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired, and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed. Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either scheme is acceptable if coverage meets all other requirements. Coverage must be claims -made and maintained for the duration of this Agreement and for two (2) years following completion of Services provided. An annual certificate of insurance must be submitted to the City to establish coverage. 1.2 General Requirements Vendor Services Agreement Page 18 of 19 PETHEALTH SERVICES (USA) INC. DocuSign Envelope ID: B08lA43A-6CFC-4799-A4AD-E9D4417957CF (a) The commercial general liability and automobile liability policies must name the City as an additional insured thereon, as its interests may appear. The term "City" includes its employees, officers, officials, agents, and volunteers in respect to the Services articulated in this agreement. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of the City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to the City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that prescribed, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance establishing that Vendor has obtained all required insurance will be delivered to the City by Vendor prior to Vendor's proceeding with any work pursuant to this Agreement. Vendor Services Agreement Page 19 of 19 PETHEALTH SERVICES (USA) INC.